When everything breaks down around you, how do you rebuild and start again? How do you inspire trust and regain confidence in something you never fully understood? When you finally have the chance to speak again, what do you say? Before they set out to write their second album NOCTURES out now, these were the questions that faced UH HUH HER’s LEISHA HAILEY and CAMILA GREY. Not by choice, but by necessity. Where most new bands play their first gig in front of a handful of people, HAILEY and GREY debuted to a packed house of industry heads, critics and fans, many of whom might have been more familiar with HAILEY’s character “Alice” on The L Word than they were with her role in '90s indie duo The Murmurs. For GREY, it was her first group project since a tenure with the lo-fi indie outfit Mellowdrone. There was no shortage of hype, and even though their backing band consisted of one iPod, they delivered the goods in spades. Expectations mounted, and one year after releasing their self-produced EP, I See Red, they released their full-length. Co-produced by GREY and Al Clay (Pixies, Blur), Common Reaction was a full serving of new wave electro-pop that broke with the anthemic single "Not A Love Song." But just as their momentum was building, a split with their label detached the band from all their support and management. "Losing everything forced us to inhabit our frustrations and turn them into something inspired," HAILEY remembers. "We were absolutely compelled to write this record. We had something to prove to ourselves." Determined to move at their own pace and regain control of their art, GREY and HAILEY tapped into old influences. They pushed rock and roll deeper into the mix and made a conscious effort to embrace the beauty in imperfection, rather than put a high gloss shine over things like vocals and rhythms. "I feel like back then, the music I gravitated toward had a pulse and was mysterious and seductive," says GREY. "I wanted to bring some of that to the table, because I feel as though these days everyone has their cards on the table." Before they began writing, GREY stopped listening to contemporary music all together, and instead padded her vinyl collection with LPs from Can, Pink Floyd, Joy Division and the Eurythmics. She and HAILEY decorated their studio with anything that amplified their vision--lights, posters, bold swaths of color--and tacked up photographer Mick Rock's raw, iconic images of David Bowie, Iggy Pop and The Velvet Underground. Embracing their creative freedom but acutely aware of what it cost to obtain, they wrote songs that reflected exactly what they felt. The dreamy, shadowy subject matter, coupled with their late-night recording sessions, helped inform the title of the album. "I think lyrically we couldn't help but go to a contemplative place with everything we'd gone through," GREY explains. "It was like having a torrid affair, having it end, then having to rebuild yourself after the storm. That's what this record is about." "Criminal" typifies that attitude, as GREY purrs out her lament on top of lush Hammond B3 chords: "I told it to you straight, somehow you didn't hear a thing. It's sad, what a shame." Uptempo tracks like "Darkness Is" and "Disdain" push the envelope even further, showcasing a big rock sound that still has one high-heeled foot firmly planted in the sophisticated pop GREY and HAILEY are known for. For seven months they laid down new material in their studio, but if they were going to mature the sound past the level they obtained with Common Reaction, they'd have to beef up the production. For a third set of ears, HAILEY and GREY passed the recordings to producer and longtime friend Wendy Melvoin, formerly of Prince and the Revolution. She not only extended her opinion, but offered to help the band finish off the album at her personal studio space, located within the famed Henson Studios compound in Los Angeles. "She was like an angelic mad scientist that descended upon us in a time of need," laughs GREY, who shares NOCTURNES' producer credit with Melvoin. "The input Wendy has had was nothing less than stellar. Sometimes it would be something as simple as changing my bass rhythm or adding a guitar part that would inspire other things." Adds HAILEY, "She gave me the confidence to tap into the more aggressive sound that I'm attracted to." To capture a live, massive drum sound--something that was missing from Common Reaction, and the organic element needed to compliment NOCTURNES' opulent, harmonic synths and vocals--drummer Josh Kane tracked his performances in Henson's A room on the same kit John Bonham used during the recording of "When The Levee Breaks." The results, especially on songs like "Wake To Sleep," "Criminal" and "Same High," typify the combination of beauty and aggression that UH HUH HER have harnessed on NOCTURNES, both lyrically and musically. "You are so careless with the kingdom, you always throw away the great ones," GREY sings on the opening "Marstorm," a synth-heavy cut that sets the record's unapologetic tone. The thread continues on "Another Case," as she warns, "I am stronger than the other ones...don't try to fight me." UH HUH HER masterfully mix strength and sentiment on the epic "Human Nature," as strings, pianos and soaring pads bleed into an epic rock ballad chorus that channels Prince's "Purple Rain." "This was a process of proving to ourselves that not only could we do this record and do it well on our own, but that we could expand ourselves musically," says HAILEY, whose bond with GREY has grown even stronger as a result of the band's setbacks and subsequent rebirth. "It was the perfect opportunity to write a great record." GREY continues, "I've never felt more free in my life as far as creating. We gave ourselves the time we needed, and the only goal was to make the best record we could possibly make."